Exhibit 10.12


 


EXECUTION COPY


 


STOCKHOLDERS AGREEMENT


 


This STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of May
14, 2004, is made by and among RV ACQUISITION INC., a Delaware corporation (the
“Company”), BRUCKMANN, ROSSER, SHERRILL & CO. II, L.P., a Delaware
limited partnership (“BRS”), DONALD W. WALLACE (“Wallace”), any
person who executes a joinder to this Agreement in the form of Exhibit 1
attached hereto after the date hereof, and ALLIANCE HOLDINGS, INC. (the “Existing
Stockholders”).  BRS, each of the
Executives, each of the Existing Stockholders and their respective Permitted
Transferees (as defined below) are individually referred to herein as a “Stockholder”
and together as the “Stockholders”. 
Capitalized terms used but not otherwise defined herein shall have the
meaning set forth in Section 1 hereof.


 


WHEREAS, BRS has acquired Stockholder Shares pursuant to that certain
BRS Purchase Agreement by and between the Company and BRS, dated as of the date
hereof (as amended, restated or modified from time to time, the “Purchase
Agreement”);


 


WHEREAS, Wallace and each Existing Stockholder has acquired Stockholder
Shares pursuant to that certain Contribution Agreement by and among the
Company, BRS, Wallace and the Existing Stockholders, dated as of the date
hereof (as amended, restated or modified from time to time, the “Seller
Contribution Agreement”); and


 


WHEREAS, Wallace has acquired Stockholders Shares pursuant to that
certain Wallace Contribution Agreement by and among the Company, BRS and
Wallace, dated as of the date hereof (as amended, restated or modified from
time to time, the “Wallace Contribution Agreement”); and


 


WHEREAS, the Rollover Shares are held by the escrow agent under the
Escrow Agreement by and among Wallace, the Existing Stockholders, the Company,
Lazy Days and other parties thereto, dated as of the date hereof (as amended,
restated or modified from time to time, the “Escrow Agreement”); and


 


WHEREAS, the Company and the Stockholders desire to enter into this
Agreement for the purposes, among others, of (i) establishing the composition
of the board of directors of the Company (the “Board”), (ii) assuring
the continuity in the management and ownership of the Company and (iii)
limiting the manner and terms by which the Stockholder Shares may be
transferred.


 


NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereby agree as follows:


 


1.             Definitions.  As used herein, the following terms shall
have the following meanings:


 
















 


“Affiliate” means, as to any Person, any other Person which
directly or indirectly controls, or is under common control with, or is
controlled by, such Person.  As used in
this definition, “control” (including, with its correlative meanings,
“controlled by” and “under common control with”) shall mean possession,
directly or indirectly, of power to direct or cause the direction of management
or policies (whether through ownership of securities or partnership or other
ownership interests, by contract or otherwise).


 


“Approved Sale” means a Sale of the Company approved by the
Board and the holders of a majority of the BRS Shares that constitute Common
Stock, pursuant to which all holders of Stockholder Shares receive with respect
thereto (whether in such transaction or, with respect to an asset sale, upon a
subsequent liquidation) the same form and amount of consideration per share of
each class of Stockholder Shares or, if any holders are given an option as to
the form and amount of consideration to be received, all holders are given the
same option.


 


“BRS Shares” means any share of Common Stock or Preferred Stock
now held or hereafter acquired by BRS, its Affiliates and their respective
Permitted Transferees.  As to any
particular share constituting a BRS Share, such share will cease to be a BRS
Share when it has been sold in a Public Sale.


 


“Common Stock” means, collectively, (i) the Company’s common
stock, par value $0.01 per share, (ii) any other class of common stock of the
Company, and (iii) any capital stock of the Company issued or issuable with
respect to the securities referred to in clauses (i) or (ii) above whether by
way of a stock dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization.


 


“Employment Agreements” means the certain Employment Agreements,
dated as of or after the date hereof, by and between Lazy Days and certain
Executives, as amended, restated or modified from time to time.


 


“Escrow Period” means the later of (i) the date that is twenty
four (24) months following the date of the filing of the final Form 5500 Annual
Report relating to the Employee Stock Ownership Plan and Trust for the
Employees of Lazy Days and (ii) the date of the termination of the Escrow
Agreement.


 


“Executives” means Wallace and each of the executives of Lazy
Days’ R.V. Center, Inc., a Florida corporation (“Lazy Days”) who
executes a joinder to this Agreement in the form of Exhibit 1 attached
hereto after the date hereof.


 


“Executive Shares” means any shares of Common Stock or Preferred
Stock now held or hereafter acquired by the Executives and their respective
Permitted Transferees, other than the Rollover Shares.  As to any particular share constituting an
Executive Share, such share will cease to be an Executive Share when it has
been sold in a Public Sale.


 


“Family Group” means, with respect to any natural person, such
person’s spouse, siblings, ancestors and descendants (whether natural or
adopted) and any trust or other entity (including a corporation, partnership or
limited liability company) formed solely for the benefit of such person and/or
such person’s spouse, siblings, their respective ancestors and/or descendants
(whether natural or adopted), and upon such person’s death, the personal 


 


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representative of such person for purposes of administration of such
person’s estate, such person’s heirs, legatees and distributes (whether
individuals, trusts or business entities) whether or not such recipients are
such person’s spouse, siblings, their respective ancestors and/or descendants
(whether natural or adopted), or upon such person’s incompetency for purposes
of the protection and management of the assets of such person, the personal
representative of such person.


 


“Independent Third Party” means any Person who, immediately
prior to the contemplated transaction, (i) does not own in excess of 5% of the
Common Stock, on a fully diluted basis, (ii) is not an Affiliate of any such 5%
owner of the Common Stock, on a fully diluted basis, or (iii) is not a member
of the Family Group of any such 5% owner of the Common Stock, on a fully
diluted basis.


 


“Junior Securities” means Common Stock and any capital stock or
other equity securities of the Company, except for the Series A Preferred Stock
of the Company or any other class or series of the Company’s capital stock
which pursuant to its express terms is senior to or pari passu with the Series
A Preferred Stock of the Company with respect to preference and priority on
dividends, redemptions and liquidations.


 


“Option Agreements” means those certain Option Agreements, dated
as of or after the date hereof, by and between the Company and certain
Executives, as amended, restated or modified from time to time.


 


“Permitted Transferees” has the meaning set forth in Section 4(d).


 


“Person” means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization or a governmental entity or any
department, agency or political subdivision thereof.


 


“Preferred Stock” means (i) the Company’s Series A Preferred
Stock, par value $0.01 per share, (ii) any other class of preferred stock of
the Company, and (iii) any capital stock of the Company issued or issuable with
respect to the securities referred to in clauses (i) or (ii) above whether by
way of a stock dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization.


 


“Public Offering” means an initial public offering of shares of
Common Stock registered under the Securities Act.


 


“Public Sale” means any sale of Stockholder Shares to the public
pursuant to an offering registered under the Securities Act or, after a Public
Offering, to the public effected through a broker, dealer or market maker
pursuant to the provisions of Rule 144 or Rule 144A (if such rule is available)
under the Securities Act (or any similar rule or rules then in effect).


 


“Qualified Public Offering” means the sale, in an underwritten
public offering registered under the Securities Act, of shares of Common Stock,
resulting in aggregate net proceeds to the Company of at least $50.0 million.


 


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“Registration Rights Agreement” means the Registration Rights
Agreement, dated as of the date hereof, by and among the Company and the
parties thereto, as amended, restated or modified from time to time.


 


“Rollover Shares” means any shares of Preferred Stock acquired
by Wallace and the Existing Stockholders pursuant to the Seller Contribution
Agreement.  The Rollover Shares are
subject to certain indemnification obligations pursuant to the Stock Purchase
Agreement by and among the Company, Wallace, Existing Stockholders, Lazy Days
and the other parties thereto, dated as of April 27, 2004.  As to any particular share constituting a
Rollover Share, such share will cease to be a Rollover Share when it has been
sold in a Public Sale.


 


“Sale of the Company” means any transaction, including in one or
more series of related transactions (other than pursuant to a Public Offering)
involving the Company and an Independent Third Party or group of Independent
Third Parties pursuant to which such party or parties acquire (i) equity
securities of the Company constituting a majority of the shares of voting
securities entitled to vote generally in the election of the Board (whether by
merger, consolidation, sale or transfer of any or all of the Company’s
outstanding capital stock) or (ii) all or substantially all of the Company’s
assets determined on a consolidated basis.


 


“Securities Act” means the Securities Act of 1933, as amended
from time to time.


 


“Stockholder Shares” means any Common Stock or Preferred Stock
issued to or acquired by the Stockholders on or after the date hereof.  As to any particular shares constituting
Stockholder Shares, such shares will cease to be Stockholder Shares when they
have been sold in a Public Sale.  For
purposes of this Agreement, a Person will be deemed to be a holder of
Stockholder Shares whenever such Person has the right to acquire directly or
indirectly such Stockholder Shares (upon conversion or exercise (without
duplication) in connection with a transfer of securities or otherwise, but
disregarding any restrictions or limitations upon the exercise of such right),
whether or not such acquisition has actually been effected.


 


“Subsidiary” means, with respect to any Person, any corporation,
limited liability company, partnership, association or other business entity of
which (i) if a corporation, a majority of the total voting power of shares of
stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a partnership,
limited liability company, association or other business entity, a majority of
the partnership or other similar ownership interest thereof is at the time
owned or controlled, directly or indirectly, by that Person or one or more
Subsidiaries of that Person or a combination thereof.  For purposes hereof, a Person or Persons
shall be deemed to have a majority ownership interest in a partnership, limited
liability company, association or other business entity if such Person or
Persons shall be allocated a majority of partnership, limited liability
company, association or other business entity gains or losses or shall be or
control the managing director, managing member, manager or a general partner of
such partnership, limited liability company, association or other business
entity.


 


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“Transfer” means any sale, transfer, assignment, pledge,
hypothecation or other disposal.


 


“$” means United States Dollars.


 


2.                                       The Board of Directors.


 


(a)                                  Until
the provisions of this Section 2 cease to be effective pursuant to Section 2(d),
each Stockholder shall vote all voting securities of the Company over which
such Stockholder has voting control, and shall take all other necessary or
desirable actions within such Stockholder’s control (whether in such
Stockholder’s capacity as a stockholder, director, member of a board committee
or officer of the Company or otherwise, and including, without limitation,
attendance at meetings in Person or by proxy for purposes of obtaining a quorum
and execution of written consents in lieu of meetings); provided, that with respect to a director,
nothing herein shall be construed as requiring such director to breach any
fiduciary duty under applicable law, and the Company shall take all necessary
and desirable actions within its control (including, without limitation,
calling special board and stockholder meetings), so that:


 


(i)                                     the
Board shall initially be comprised of five (5) directors;


 


(ii)                                  the
following persons will be elected to the Board:


 


(A)                              the then duly elected and
acting chief executive officer and president of the Company (initially will be
Wallace);


 


(B)                                three (3)
representatives designated by the holders of the majority of BRS Shares
(initially will be Stephen C. Sherrill, Thomas J. Baldwin and J. Rice Edmonds);
and


 


(C)                                one (1) representative
selected by BRS and approved by the holders of a majority of the Common Stock,
which representative shall not be an Affiliate of BRS or the Executives
(initially will be Charles Macaluso);


 


(iii)                               at
all times, the composition of the board of directors of each of the Company’s
Subsidiaries (a “Sub Board”) shall be the same as that of the Board;


 


(iv)                              any
committees of the Board or a Sub Board may be created only upon approval of a
majority of the members of the Board;


 


(v)                                 any
director shall be removed from the Board, a Sub Board or any committee thereof
(with or without cause) at the written request of the Stockholder or
Stockholders which have the right to designate such a director hereunder, but
only upon such written request and under no other circumstances (in each case,
determined on the basis of a vote or consent of the relevant Stockholder(s)); provided, that the holders of a majority
of the Stockholder Shares may remove any director for cause but a replacement
director may only be designated by the Stockholders which have the right to
designate such director hereunder; and


 


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(vi)                              in
the event that any representative designated hereunder for any reason ceases to
serve as a member of the Board or a Sub Board or any committee thereof during
such representative’s term of office, the resulting vacancy on the Board or
such Sub Board or committee shall be filled by a representative designated by
the Stockholders which have the right to designate the director who ceases to
serve.


 


(b)                                 The
Company shall pay the reasonable out-of-pocket expenses incurred by each
director in connection with attending the meetings of the Board or any Sub
Board and any committee thereof.


 


(c)                                  In
the event that any provision of the Company’s bylaws or certificate of
incorporation is inconsistent with any provision of this Section 2,
the Stockholders shall take such action as may be necessary to amend any such
provision in the Company’s bylaws or certificate of incorporation to remedy
such inconsistency.


 


(d)                                 The
size of the Board may be increased upon the approval of a majority of the
members of the Board.


 


(e)                                  The
provisions of this Section 2 shall terminate automatically and be
of no further force and effect upon the occurrence of a Qualified Public
Offering.


 


3.                                       Representations and Warranties.  Each Stockholder represents and warrants that
(a) effective as of the date hereof such Stockholder is the record owner of the
number of Stockholder Shares set forth opposite its name on Schedule A
attached hereto (assuming all such shares and options therefor have become
fully vested), (b) this Agreement has been duly authorized, executed and
delivered by such Stockholder and constitutes the valid and binding obligation
of such Stockholder, enforceable in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors’ rights generally, and general principles of equity (regardless of
whether such enforceability is considered in a proceeding in law or equity),
and (c) such Stockholder has not granted and is not a party to any proxy, voting
trust or other agreement which is inconsistent with, conflicts with or violates
any provision of this Agreement.  No
holder of Stockholder Shares shall grant any such proxy or become party to any
such voting trust or other agreement which is inconsistent with, conflicts with
or violates any provision of this Agreement.


 


4.                                       Restrictions on Transfer.  No Executive or his or her Permitted
Transferee(s) may Transfer any Executive Shares at any time except for
Transfers (i) pursuant to Section 4(a) as an Other Stockholder (as
defined below), (ii) to such Executive’s direct or indirect Permitted
Transferees, in accordance with Section 4(d), (iii) as part of a
repurchase of such Executive’s Stockholder Shares pursuant to the applicable
Employment Agreement or Option Agreement, if any, (iv) pursuant to Section 5,
and (v) by Wallace, following the date that is eighteen (18) months following
the date hereof pursuant to Section 4(c).  In addition, no Stockholder or such
Stockholder’s Permitted Transferees may Transfer any Stockholder Shares except
in accordance with Sections 4, 5 and 7.


 


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(a)                                  Tag
Along Rights.  Subject to Sections
4(d) and 4(e), at least 45 days prior to any Transfer by BRS of any
BRS Shares, BRS shall deliver a written notice (the “Sale Notice”) to
the Company and the other Stockholders (“Other Stockholders”),
specifying in reasonable detail the identity of the prospective Transferee(s),
the number of BRS Shares to be so Transferred and the terms and conditions of
the Transfer; provided, that this
Section 4(a) shall not apply to any Transfer made pursuant to Section 5
or a Qualified Public Offering.  The
Other Stockholders may elect to participate in the contemplated Transfer by
delivering written notice to BRS within 15 business days after delivery of the
Sale Notice.  If any Other Stockholder
has elected to participate in such Transfer, BRS and such Other Stockholders
shall be entitled to sell in the contemplated Transfer, at the same price and
on the same terms, including, if more than one type of securities are
Transferred, the same proportionate mix of such securities, a number of
Stockholders Shares (i) with respect of Common Stock equal to the product of
(A) the quotient determined by dividing (I) the number of shares of Common
Stock owned by such Stockholder by (II) the aggregate number of shares of
Common Stock owned by BRS and the Other Stockholders participating in such
Transfer, and (B) the aggregate number of shares of Common Stock to be sold in
the contemplated Transfer and (ii) with respect to Preferred Stock equal to the
product of (A) the quotient determined by dividing (I) the number of shares of
Preferred Stock owned by such Stockholder by (II) the aggregate number of
shares of Preferred Stock owned by BRS and the Other Stockholders participating
in such Transfer and (B) the aggregate number of shares of Preferred Stock to
be sold in the contemplated Transfer; provided,
that with respect to any Transfer prior to the end of the Escrow Period any
proceeds received in any Transfer in respect of the Rollover Shares shall be
deposited with the escrow agent under the Escrow Agreement, and shall be held
pursuant to the terms of the Escrow Agreement for the Escrow Period.  Each Stockholder transferring Stockholder
Shares pursuant to this Section 4(a) shall pay its pro rata share (based on the relative
amounts of proceeds received as a result of such Transfer) of the expenses
incurred by the Stockholders in connection with such Transfer.


 


(b)                                 Rollover
Shares.  Holders of the Rollover
Shares may Transfer the Rollover Shares following the Escrow Period; provided, that the restrictions contained
in this Section 4 (and the Transfers permitted under this Section 4(b)
by subsequent holders of Rollover Shares) shall continue to be applicable to
such Rollover Shares after any such Transfer and the transferees of such
Rollover Shares shall have agreed in writing to be bound by the provisions of
this Agreement which affect the Rollover Shares so Transferred by executing a
joinder in substantially the form attached hereto as Exhibit 1.


 


(c)                                  Right
of First Refusal.  Following the date
that is eighteen (18) months following the date hereof, subject to Sections
4(d) and 4(e), in the event Wallace receives a bona fide written
offer for any or all of the Executive Shares that sets forth the price and
other terms and conditions of a proposed purchase of such shares, Wallace shall
deliver a written notice at least 30 days prior to any Transfer by Wallace of
any Executive Shares to the Company and BRS (the “Wallace Sale Notice”).  The Wallace Sale Notice shall include a copy
of such written offer and shall disclose in reasonable detail the identity,
background and ownership (if applicable) of the prospective transferee(s) and
the number of shares to be Transferred, and the Wallace Sale Notice shall
constitute a binding offer to sell the subject shares on such terms and
conditions.  Wallace shall not consummate
any Transfer until 40 days after the Wallace Sale Notice has been given to the
Company and BRS, unless the parties to the Transfer have been finally
determined pursuant to this Section 4(c) prior to the expiration of
such 40-day period (the date of the first to 


 


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occur of such
events is referred to herein as the “Authorization Date”).  The Company may elect to purchase all (but
not less than all) of the Executive Shares to be Transferred by Wallace upon
the same terms and conditions as those set forth in the Wallace Sale Notice by
delivering a written notice of such election to Wallace and BRS within 20 days
after the Wallace Sale Notice has been delivered to the Company.  If the Company has not elected to purchase
all of the Executive Stock to be Transferred by Wallace, BRS may elect to
purchase all (but not less than all) of the Executive Stock to be Transferred
by Wallace upon the same terms and conditions as those set forth in the Wallace
Sale Notice by delivering written notice of such election to Wallace within 30
days after the Wallace Sale Notice has been given to BRS.  If neither the Company nor BRS elect to
purchase all of the shares of Executive Stock specified in the Wallace Sale
Notice, Wallace may Transfer the shares of Executive Stock specified in the
Wallace Sale Notice at a price and on terms no more favorable to the
transferee(s) thereof than specified in the Wallace Sale Notice during the
120-day period immediately following the Authorization Date; provided, that the restrictions contained
in this Section 4 shall continue to be applicable to such Executive
Shares after any such Transfer; provided
further, that the transferees of
such Executive Shares shall have agreed in writing to be bound by the
provisions of this Agreement which affect the Executive Shares so Transferred
by executing (x) a joinder in substantially the form attached hereto as Exhibit
1 and (y) a joinder to Wallace’s Employment Agreement or Option Agreement
with respect to the Company’s repurchase rights under Section 2 of the
Employment Agreement upon termination of the employment of Wallace, if
applicable.  Any shares of Executive
Stock not Transferred within such 120-day period shall again become subject to
the provisions of this Section 4(c).  If the Company or BRS have elected to purchase
shares of Executive Stock hereunder, the Transfer of such shares shall be
consummated as soon as practical after the delivery of the election notice(s)
to Wallace, but in any event within 30 days after the Authorization Date.


 


(d)                                 Permitted
Transfers.  The restrictions
contained in this Section 4 shall not apply with respect to any
Transfer of Stockholder Shares by any Stockholder (i) in the case of an
individual Stockholder and his or her Permitted Transferees, pursuant to
applicable laws of descent and distribution, or any charitable organization,
foundation, trust or other entity for the benefit of one or more charitable
organizations (provided, that,
unless otherwise agreed to by the Company, any such charitable organization ,
foundation or trust has granted the voting rights to, and shall deposit such
Stockholder Shares to be held in escrow by, a person designated by the
Company), or to any member of such Stockholder’s Family Group, (ii) in the case
of BRS and its Permitted Transferees, (A) to any of its Affiliates, (B) to
members or employees of BRSE, LLC and to any members of the Family Group of any
such individual, (C) to any employee, prospective employee, director or
prospective director of the Company or any Subsidiary of the Company or (D) to
Bruckmann, Rosser, Sherrill & Co., L.L.C. (the “Manager”), to any
stockholders or employees of the Manager and to any members of the Family Group
of any such individual, (iii) in the case of a Stockholder that is not a
natural person (other than BRS), to its Affiliates, (iv) pursuant to the
Wallace Call Right as defined and set forth in Article IV of the Agreement
Among Sellers, by and among Wallace, the Existing Stockholders and the other
parties thereto, dated as of April 27, 2004, and (v) pro rata to all other Stockholders based
on the ownership of the Stockholder Shares of the same class as the Stockholder
Shares being Transferred; provided,
that the restrictions contained in this Section 4 shall continue to
be applicable to such Stockholder Shares after any such Transfer; provided  further,
that the transferees of such Stockholder Shares shall have agreed in writing to
be bound by the provisions 


 


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of this
Agreement which affect the Stockholder Shares so Transferred by executing (x) a
joinder in substantially the form attached hereto as Exhibit 1 and (y)
with respect to any such transferee of any Executive, a joinder to such
Executive’s Employment Agreement or Option Agreement with respect to the
Company’s repurchase rights under the applicable section of the Employment
Agreement or of the Option Agreement upon termination of the employment of the
Executive.  All direct and indirect
transferees permitted under this Section 4(d) are collectively
referred to herein as “Permitted Transferees.”


 


(e)                                  Termination
of Restrictions.  The restrictions
set forth in this Section 4 shall continue with respect to each
Stockholder Share until the earlier of (i) the Transfer of such Stockholder
Share in a Public Sale or an Approved Sale, or (ii) the consummation of a
Qualified Public Offering.


 


5.                                       Sale of the Company.


 


(a)                                  Subject
to the rights of Wallace set forth in Section 5(b), following the
approval of an Approved Sale in accordance with the terms hereof, each
Stockholder will (x) consent to and raise no objections against the Approved
Sale or the process pursuant to which the Approved Sale was arranged, (y) waive
any dissenter’s rights and other similar rights, and (z) if the Approved Sale
is structured as a sale of stock, each Stockholder will agree to sell its
Stockholder Shares on the terms and conditions of the Approved Sale.  Each Stockholder will take all necessary and
desirable actions, in its, his or her capacity as a stockholder of the Company,
as directed by the Board in connection with the consummation of any Approved
Sale, including without limitation executing the applicable purchase agreement
and granting identical indemnification rights (whether directly to the buyer of
the Stockholder Shares or pursuant to the provisions of a contribution
agreement); provided, that each
Stockholder’s indemnification obligations shall not exceed the aggregate amount
of proceeds received by such Stockholder in such Approved Sale; provided  further,
that no proceeds of such Approved Sale shall be distributed in respect of any
Junior Securities unless each share of Series A Preferred Stock of the Company
shall receive proceeds at least equal to the Liquidation Value (as defined in
the Company’s certificate of incorporation) of such share plus all accrued,
accumulated and unpaid dividends thereon. 
If the proceeds of such Approved Sale payable in respect of Series A
Preferred Stock of the Company are insufficient to pay each share of Series A Preferred
Stock of the Company the Liquidation Value (as defined in the Company’s
certificate of incorporation) of such share plus all accrued, accumulated and
unpaid dividends thereon, such proceeds shall be distributed ratably among the
holders of the Series A Preferred Stock of the Company based upon the aggregate
Liquidation Value (as defined in the Company’s certificate of incorporation) of
such shares (plus all accrued, accumulated and unpaid dividends thereon) held
by each such holder.


 


(b)                                 If
the Approved Sale is structured as a sale of stock, the Company shall deliver
to Wallace at least 30 days’ prior written notice of the Approved Sale (the “Approved
Sale Notice”).  Wallace shall have
the right to sell, by delivering written notice to the Company within 15 days
after receipt of the Approved Sale Notice, all of his shares of Series A
Preferred Stock of the Company to the party acquiring equity securities of the
Company pursuant to such Approved Sale for cash in an amount per share equal to
the lesser of (i) the consideration per share to be received for each share of
Series A Preferred Stock of the Company by other holders 


 


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of Series A
Preferred Stock of the Company in such Approved Sale and (ii) the Liquidation
Value (as defined in the Company’s certificate of incorporation) of such share
(plus all accrued, accumulated and unpaid dividends thereon).


 


(c)                                  If
the Company or the holders of the Company’s securities enter into any
negotiation or transaction for which Rule 506 (or any similar rule then in
effect) under the Securities Act may be available with respect to such
negotiation or transaction (including a merger, consolidation or other
reorganization), the Stockholders will, at the request of the Company, appoint
a purchaser representative (as such term is defined in Rule 501) reasonably
acceptable to the Company.  If any
Stockholder appoints a purchaser representative designated by the Company, the
Company will pay the fees of such purchaser representative.


 


(d)                                 All
Stockholders will bear their pro rata
share (based upon the relative amounts of proceeds received in such Approved
Sale) of the reasonable costs of any sale of Stockholder Shares pursuant to an
Approved Sale to the extent such costs are incurred for the benefit of all
selling Stockholders and are not otherwise paid by the Company or the acquiring
party


 


(e)                                  This
Section 5 shall automatically terminate upon a Qualified Public
Offering.


 


6.                                       Legend. 
In addition to any legend required by any other document, each
certificate evidencing Stockholder Shares and each certificate issued in
exchange for or upon the transfer of any Stockholder Shares (if such shares
remain Stockholder Shares as defined herein after such transfer) shall be
stamped or otherwise imprinted with a legend in substantially the following
form:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON MAY 14,
2004, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION
THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
RESTRICTIONS CONTAINED IN A STOCKHOLDERS AGREEMENT DATED AS OF MAY 14, 2004 BY
AND AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND THE COMPANY’S
STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME.  A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE
FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN
REQUEST.”


 


The Company shall imprint such legend on certificates evidencing
Stockholder Shares outstanding prior to the date hereof.  The legend set forth above shall be removed
from the certificates evidencing any shares which cease to be Stockholder
Shares.


 


10
















 


7.                                       Transfer of Stockholder Shares.


 


(a)                                  In
connection with the Transfer of any Stockholder Shares other than a Transfer in
a Public Sale, the holder thereof shall deliver written notice to the Company
describing in reasonable detail the Transfer or proposed Transfer, together
with an opinion of counsel reasonably acceptable to the Company (which opinion
requirement may be waived by the Company) to the effect that such Transfer of
Stockholder Shares may be effected without registration of such Stockholder
Shares under the Securities Act.  In
addition, if the holder of the Stockholder Shares delivers to the Company an
opinion of counsel that no subsequent Transfer of such Stockholder Shares shall
require registration under the Securities Act, the Company shall promptly upon
such contemplated Transfer deliver new certificates for such Stockholder Shares
which do not bear the legend set forth in Section 6 above.  If the Company is not required to deliver new
certificates for such Stockholder Shares not bearing such legend, the holder
thereof shall not Transfer the same until the prospective transferee has
confirmed to the Company in writing its agreement to be bound by the conditions
contained herein, as provided in Section 4(d) above.


 


(b)                                 Upon
the request of a holder of Stockholder Shares, the Company shall promptly
supply to such Person or its prospective transferees all information regarding
the Company required to be delivered in connection with a Transfer pursuant to
Rule 144A (or any similar rule or rules then in effect) of the Securities and
Exchange Commission.


 


(c)                                  Upon
the request of any holder of Stockholder Shares, the Company shall remove the
legend set forth in Section 6 above from the certificates for such
holder’s Stockholder Shares; provided,
that such Stockholder Shares are eligible for sale pursuant to Rule 144 (or any
similar rule or rules then in effect) of the Securities and Exchange
Commission.


 


(d)                                 Any
Transfer or attempted Transfer of any Stockholder Shares in violation of any
provision of this Agreement shall be null and void, and the Company shall not
record such Transfer on its books or treat any purported transferee of such
Stockholder Shares as the owner of such shares for any purpose.


 


8.                                       Limited Preemptive Rights.


 


(a)                                  Except
for issuances of shares of Common Stock or Preferred Stock or any securities
containing options or rights to acquire any class of Common Stock or Preferred
Stock or any securities convertible or exchangeable for Common Stock or
Preferred Stock (collectively, “Equity Securities”) (i) issued as a
dividend or share split of any Common Stock or Preferred Stock then outstanding
or (ii) pursuant to a Public Offering, if the Company authorizes the issuance
or sale of any Equity Securities to BRS or any of its Affiliates or Permitted
Transferees (other than its Permitted Transferees pursuant to subclause (ii)(C)
of Section 4(d)) after the date hereof, the Company shall first
offer to sell to each other Stockholder a portion of such Equity Securities
equal to the quotient determined by dividing (1) the number of Equity
Securities of the applicable class held by such Stockholder by (2) the
aggregate number of Equity Securities of the applicable class then held by all
Stockholders.  The Company shall give
each other Stockholder at least 40 days prior written notice of any proposed
issuance, which notice shall disclose in reasonable detail the proposed terms
and conditions of such issuance (the 


 


11
















 


“Issuance
Notice”).  Each such Stockholder will
be entitled to purchase such Equity Securities at the same price, on the same
terms (including, if more than one type of security is issued, the same
proportionate mix of such securities), and at the same time as the Equity
Securities issued or sold to BRS or any of its Affiliates by delivery of
irrevocable written notice to the Company of such election within 30 days after
delivery of the Issuance Notice (the “Election Notice”).  If any such Stockholder has elected to
purchase any Equity Securities, the sale of such Equity Securities shall be
consummated as soon as practical (but in any event within 10 days) after the
delivery of the Election Notice.


 


(b)                                 The
rights of the Stockholders under this Section 8 shall terminate
upon the consummation of a Qualified Public Offering.


 


9.                                       Amendment and Waiver.  No modification, amendment or waiver of any
provision of this Agreement shall be effective against the Company or the
Stockholders unless such modification, amendment or waiver is approved in
writing by the Company and the holders of a majority of the shares of Common
Stock; provided, that any such
modification, amendment or waiver which adversely affects any Stockholder and
is prejudicial to such Stockholder relative to all of the other Stockholders
shall not be effected without the consent of such Stockholder; provided further, that Sections
2(a)(ii)(A), 2(b), 4, 5, 7(b), 7(c), 8(a),
9 and the definitions of terms used in such Sections shall not be
modified, amended or waived, except for any such modification, amendment or
waiver which expands the definition of the term “Permitted Transferees,”
without the prior consent of the holders of at least 70% of the Rollover
Shares.  The failure of any party to
enforce any of the provisions of this Agreement shall in no way be construed as
a waiver of such provisions and shall not affect the right of such party
thereafter to enforce each and every provision of this Agreement in accordance
with its terms.


 


10.                                 Severability; Entire Agreement.  Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability shall
not affect any other provision or any other jurisdiction, but this Agreement
shall be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained
herein.  Except as otherwise expressly
set forth herein, this Agreement, the Purchase Agreement, the Subscription
Agreement, the Seller Contribution Agreement, the Wallace Contribution
Agreement, the Option Agreements and the Registration Rights Agreement embody
the complete agreement and understanding among the parties hereto with respect
to the subject matter hereof and supersedes and preempts any prior understandings,
agreements or representations by or among the parties, written or oral, which
may have related to the subject matter hereof in any way.


 


11.                                 Successors and Assigns.  Except as otherwise provided herein, this
Agreement shall bind and inure to the benefit of and be enforceable by the
Company and its successors and assigns and the Stockholders and any subsequent
holders of Stockholder Shares and the respective successors and assigns of each
of them, so long as they hold Stockholder Shares (and hold or have received
Stockholder Shares in accordance with the terms hereof).


 


12
















 


12.                                 Counterparts.  This Agreement may be executed in separate
counterparts each of which shall be an original and all of which taken together
shall constitute one and the same agreement.


 


13.                                 Remedies.  The parties hereto shall be entitled to
enforce their rights under this Agreement specifically to recover damages
caused by any breach of any provision of this Agreement and to exercise all
other rights existing in their favor. 
The parties hereto agree and acknowledge that money damages may not be
an adequate remedy for any breach of the provisions of this Agreement and that
the Company or any Stockholder may in its sole discretion apply to any court of
law or equity of competent jurisdiction for specific performance and/or
injunctive relief (without posting a bond or other security) in order to
enforce or prevent any violation of the provisions of this Agreement.


 


14.                                 Notices.  All notices, demands or other communications
to be given or delivered under or by reason of the provisions of this Agreement
will be in writing and will only be deemed to have been given when delivered
personally, sent via a nationally recognized overnight courier, or sent via
facsimile to the recipient.  Such
notices, demands and other communications will be sent to the address indicated
below:


 


To the Company:


 


RV Acquisition Inc.

c/o Bruckmann, Rosser, Sherrill & Co., Inc.

126 East 56th Street

New York, NY 10022

Attention:                Thomas J. Baldwin


Facsimile:               (212) 521-3703


Email:                      baldwin@brs.com


 


with a copy (which shall not constitute notice to the Company) to:


 


Kirkland & Ellis LLP

Citigroup Center

153 East 53rd Street

New York, NY  10022

Attention:                Kimberly P. Taylor


Facsimile:               (212) 446-4900


Email:                      ktaylor@kirkland.com


 


To BRS:


 


Bruckmann, Rosser, Sherrill & Co., Inc.

126 East 56th Street

New York, NY 10022

Attention:                Thomas J. Baldwin


Facsimile:               (212) 521-3703


Email:                      baldwin@brs.com


 


13
















 


with a copy (which shall not constitute notice to BRS) to:


 


Kirkland & Ellis LLP

Citigroup Center

153 East 53rd Street

New York, NY  10022

Attention:                Kimberly P. Taylor


Facsimile:               (212) 446-4900


Email:                      ktaylor@kirkland.com


 


To Wallace:


 


Donald
W. Wallace

6130 Lazy Days Boulevard

Seffner, FL 33584

Facsimile:               (813) 246-4744


 


with a copy (which shall not constitute notice to Wallace.) to:


 


Holland & Knight LLP

701 Brickell Avenue, Suite 3000

Miami, FL 33131

Attention:                Ronald Albert, Jr., Esq.


Facsimile:               (305) 789-7799


Email:                      ralbert@hklaw.com


 


To Alliance Holdings, Inc.:


 


Alliance Holdings, Inc.

711 York Road, 2nd Floor

Willow Grove, PA 19090

Attention:                David B. Fenkell


Facsimile:               (215) 706-0877


Email:                      fenkell@allianceholdings.com


 


with a copy (which shall not constitute notice to Alliance Holdings,
Inc.) to:


 


Squires, Sanders & Dempsey L.L.P.

1300 Huntington Center

41 South High Street

Columbus, Ohio 43215-6150

Attention:                Paul Sefcovic, Esq.


Facsimile:               (614) 365-2499


Email:                      psefcovic@ssd.com


 


or such other address or to the attention of such other Person as the
recipient party shall have specified by prior written notice to the sending
party.


 


15.                                 Governing Law.  All issues
and questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware, without giving effect to any 


 


14
















 


choice
of law or conflict of law provision or rule (whether of the State of Delaware
or any other jurisdiction) that would cause the application of the law of any
jurisdiction other than the State of Delaware.


 


16.                                 Descriptive Headings.  The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.


 


17.                                 Time of the Essence; Computation of Time.  Time is of the essence for each and every
provision of this Agreement.  Whenever
the last day for the exercise of any privilege or the discharge or any duty
hereunder shall fall upon a Saturday, Sunday, or any date on which banks in New
York City, New York are authorized to be closed, the party having such
privilege or duty may exercise such privilege or discharge such duty on the
next succeeding day which is a regular business day.


 


18.                                 Waiver of Jury Trial.  Each of the
parties hereto waives any right it may have to trial by jury in respect of any
litigation based on, arising out of, under or in connection with the Agreement
or any course of conduct, course of dealing, verbal or written statement or
action of any party hereto.


 


19.                                 Jurisdiction.  Each of the parties hereto submits to the
jurisdiction of any state or federal court sitting in New York, New York, in
any action or proceeding arising out of or relating to this Agreement and
agrees that all claims in respect of the action or proceeding may be heard and
determined in any such court and hereby expressly submits to the personal
jurisdiction and venue of such court for the purposes hereof and expressly
waives any claim of improper venue and any claim that such courts are an
inconvenient forum.  Each of the parties
hereby irrevocably consent to the service of process of any of the
aforementioned courts in any such suit, action or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to its address
set forth in Section 14, such service to become effective 10 days
after such mailing.


 


20.                                 No Strict Construction.  The parties hereto have participated jointly
in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of
intent or interpretation arises, this Agreement shall be construed as if
drafted jointly by the parties hereto, and no presumption or burden of proof
shall arise favoring or disfavoring any party hereto by virtue of the
authorship of any of the provisions of this Agreement.


 


21.                                 Third-Party Beneficiaries.  This Agreement is for the sole benefit of the
parties hereto and their permitted successors and assigns and nothing herein
expressed or implied shall give or be construed to give any Person, other than
the parties hereto and such permitted successors and assigns, any legal or
equitable rights hereunder.


 


*    
*     *     *    
*


 


15
















 


IN WITNESS WHEREOF,
the parties hereto have executed Stockholders Agreement as of the date first
above written.


 


	
   

  	
  RV ACQUISITION INC.

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles Thibault

  	
   

  
	
   

  	
   

  	
  Name:  Charles Thibault

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BRUCKMANN, ROSSER, SHERRILL & CO. II,

  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BRSE, LLC

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tom Baldwin

  	
   

  
	
   

  	
   

  	
  Name:  Tom Baldwin

  
	
   

  	
   

  	
  Title:  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVES:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Donald W. Wallace

  	
   

  
	
   

  	
  Donald W. Wallace

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXISTING STOCKHOLDERS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ALLIANCE HOLDINGS, INC., a Pennsylvania

  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John D. Hollyday

  	
   

  
	
   

  	
  Name:

  	
  John D. Hollyday

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  



 
















 


SCHEDULE A


CAPITALIZATION


 


(see attached)


 
















 


EXHIBIT
1


 


FORM OF JOINDER TO

STOCKHOLDERS AGREEMENT


 


This JOINDER (the “Joinder”) to the Stockholders Agreement (the
“Agreement”), dated as of May       ,2004
by and among RV Acquisition Inc., a Delaware corporation (the “Company”)
and certain stockholders of the Company, is made and entered into as of
                     
by and between the Company and
                     
(“Holder”).  Capitalized terms
used but not otherwise defined herein shall have the meanings set forth in the
Agreement.


 


WHEREAS, Holder has acquired certain shares, or options or warrants to
acquire certain shares, of capital stock of the Company (“Holder Stock”),
and the Agreement and the Company requires Holder, as a holder of such capital
stock, to become a party to the Agreement, and Holder agrees to do so in
accordance with the terms hereof.


 


NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties to this Joinder hereby agree as
follows:


 


1.  Agreement to be Bound.  Holder hereby agrees that upon execution of
this Joinder, it shall become a party to the Agreement and shall be fully bound
by, and subject to, all of the covenants, terms and conditions of the Agreement
as though an original party thereto and shall be deemed a Stockholder [and an Executive/Existing Stockholder] for
all purposes thereof.  In addition,
Holder hereby agrees that all Holder Stock shall be deemed [BRS Shares/Executive Shares/Rollover Shares] and
Stockholder Shares for all purposes of the Agreement.


 


2.  Successors and Assigns.  Except as otherwise provided herein, this
Joinder shall bind and inure to the benefit of and be enforceable by the
Company and its successors and assigns and Holder and any subsequent holders of
Holder Stock and the respective successors and assigns of each of them, so long
as they hold any shares of Holder Stock.


 


3.  Counterparts.  This Joinder may be executed in separate
counterparts each of which shall be an original and all of which taken together
shall constitute one and the same agreement.


 


4.  Notices.  For purposes of Section 14 of the
Agreement, all notices, demands or other communications to the Holder shall be
directed to:


 


[Name]

[Address]

[Facsimile Number]


 


5.  Governing
Law.  All issues and questions
concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, without giving effect to any 


 
















 


choice of law or conflict of law provision or
rule (whether of the State of Delaware or any other jurisdiction) that would
cause the application of the law of any jurisdiction other than the State of
Delaware.


 


6.  Descriptive Headings.  The descriptive headings of this Joinder are
inserted for convenience only and do not constitute a part of this Joinder.


 


7.  Waiver
of Jury Trial.  Each of the parties
hereto waives any right it may have to trial by jury in respect of any
litigation based on, arising out of, under or in connection with the Agreement
or any course of conduct, course of dealing, verbal or written statement or
action of any party hereto.


 


8.  Jurisdiction.  Each of the parties hereto submits to the
jurisdiction of any state or federal court sitting in New York, New York, in
any action or proceeding arising out of or relating to this Agreement and
agrees that all claims in respect of the action or proceedings may be heard and
determined in any such court and hereby expressly submits to the personal
jurisdiction and venue of such court for the purposes hereof and expressly
waives any claim of improper venue and any claim that such courts are an
inconvenient forum.  Each of the parties
hereby irrevocably consent to the service of process of any of the
aforementioned courts in any such suit, action or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to its address
set forth in Section 4 of this Joinder, such service to become
effective 10 days after such mailing.


 


* * * * *


 
















 


IN WITNESS WHEREOF,
the parties hereto have executed this Joinder as of the date first above
written.


 


	
   

  	
  RV ACQUISITION INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [HOLDER]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: